Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated300,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000300,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, without the consent of Holders of one hundred percent (100%) in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 150,000,000 upon a written order of the Company in the form of an Officers' ’ Certificate. In addition, the Trustee shall authenticate Additional Securities for original issue from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in the aggregate principal amount each case upon receipt of up to $200,000,000 upon a written order of the Company in the form of an Officers' ’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretaryeach of which shall have been duly authorized by all requisite corporate actions, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs or an authenticating agent appointed by the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue on the Issue Date in the aggregate principal amount provided in the related Board Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt by the Trustee of $200,000,000 upon a written order of Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the form date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, Such an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofor an Affiliate.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, The Debt Securities shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by its Chairman of the Board of Directors, its President, one of its Executive or Senior Vice Presidents or Chief Executive Officers or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Debt Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Debt Security is authenticated, the Debt Security shall nevertheless be valid. A Debt Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Debt Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 shall, upon a written order of the Company in signed by an Officer (an “Authentication Order”), authenticate and, if requested therein, deliver the form of an Officers' Certificate. In addition, the Trustee shall authenticate Debt Securities for original issue after the Issue Date in issuance up to the aggregate principal amount of up to $200,000,000 upon a written order of the Company stated in the such Authentication Order in such form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to as may be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided therein or in Section 2.07this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Debt Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or an Officer the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and an Assistant Secretary, shall sign, or one integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security's validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated210,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000210,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Section 2.06, Section 2.07, Section 2.10, Section 2.15, Section 2.16, Section 2.17, Section 3.01(h), Section 10.02(h) and Section 13.06). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing and be required to be accompanied by an Opinion of Counsel and an Officer's Certificate in compliance with Section 14.03 and shall not be required to be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $100,000 principal amount and any $1,000 and integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Each Security shall sign, or be signed by at least one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, ; provided that such Exchange Securities shall be issuable only upon the Trustee shall authenticate valid surrender for cancellation of Initial Securities for original issue after the Issue Date in the of a like aggregate principal amount of up to $200,000,000 upon a written order of in accordance with the Company in the form of an Officers' CertificateRegistration Rights Agreement. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Series A-1 Securities for original issue on the Issue Date in an aggregate principal amount of $50,000,000 and (b) Series A-2 Securities for original issue on the Issue Date in an aggregate principal amount of $45,000,000. Such order shall specify the amount of the Securities to be authenticated, or an Officer the form in which the Securities are to be authenticated and an Assistant Secretary, shall sign, or one the date on which the original issue of Securities is to be authenticated. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated1,000,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,0001,000,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16. 2.17, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing but need not comply with Section 13.03 and shall not be required to be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 115,000,000 upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 115,000,000 except as provided in Section 2.072.08. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Initial Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 50,000,000 upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "COMPANY ORDER"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time Subject to Section 2.15, the Company may not exceed $400,000,000, except as provided in Section 2.07issue Add On Securities. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $300,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretary, shall sign, whether the Securities are to be Initial Securities or one Exchange Securities. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary Officers (each of whom shall, in each case, shall have been duly authorized by all requisite partnership or corporate actionsaction, as the case may be) shall attest to, execute the Securities for on behalf of each of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the an aggregate principal amount of not to exceed $200,000,000 250,000,000 upon a written order receipt of the Company in the form of an Officers' Certificate. In addition, Certificates of each of the Issuers signed by two Officers of each of the Issuers directing the Trustee shall to authenticate the Securities for original issue after and certifying that all conditions precedent to the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order issuance of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedcontained herein have been complied with. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000250,000,000, except as provided in Section 2.072.8. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates Issuers or with any of the CompanyIssuers' Affiliates. The Securities shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Series A Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $265,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of $200,000,000 Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000265,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate authenti- 27 -21- cate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Secu- rities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount upon receipt of $200,000,000 upon a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form of an Officers' Certificate. In addition, the Trustee shall Company authenticate and deliver Securities for original 33 EXHIBIT 4.1 issue after the Issue Date in the aggregate principal amount specified in such order, provided that the Trustee shall be entitled to receive an Officer's Certificate and an Opinion of up to $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication and delivery of an Officers' CertificateSecurities. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and in the case of an issuance of Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the date of execution of this Indenture, except as provided shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 230,000,000 upon receipt of a written order or orders of the Company in signed by an Officer o the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 230,000,000 except as provided in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary Officers (each of whom shall, in each case, shall have been duly authorized by all requisite partnership or corporate actionsaction, as the case may be) shall attest to, execute the Securities for on behalf of each of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the an aggregate principal amount of at maturity not to exceed $200,000,000 500,000,000 upon a written order receipt of the Company in the form of an Officers' Certificate. In addition, Certificates of each of the Issuers signed by two Officers of each of the Issuers directing the Trustee shall to authenticate the Securities for original issue after and certifying that all conditions precedent to the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order issuance of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedcontained herein have been complied with. The aggregate principal amount at maturity of Securities outstanding at any time may not exceed $400,000,000500,000,000, except as provided in Section 2.072.8. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates Issuers or with any of the CompanyIssuers' Affiliates. The Securities shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 principal amount at maturity and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. Typographic and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 ____________ upon a written order or orders of the Company in signed by two officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000___________, except as provided above and in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers of the Company shall sign the Securities on behalf of the Company, and one Officer or an Assistant Secretary (of each Subsidiary Guarantor shall sign the notation on the Securities relating to the Guarantee of whom shallsuch Subsidiary Guarantor on behalf of such Subsidiary Guarantor, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer of the Company or any Subsidiary Guarantor whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 150,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by two Officers of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCompany. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000150,000,000. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. The principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, except as provided the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. The principal and interest on Securities in Section 2.07certificated form shall be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, One or an Officer and an Assistant Secretary, shall sign, or one Officer more Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. A Security shall be dated the date of its authentication, unless otherwise provided by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate. The Trustee shall at any time, and from time to time, authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon provided in a written order resolution of the Company in the form Board of an Directors, supplemental indenture or Officers' ’ Certificate. In addition, upon receipt by the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedOrder. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed $400,000,000any limit upon the maximum principal amount for such Series set forth in the resolution of the Board of Directors, supplemental indenture or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.072.08. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in signed by one Officer of the form of an Officers' Certificate. In additionCompany, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up $400,000,000 and such additional principal amount, if any, as shall be determined pursuant to $200,000,000 the next sentence of this Section 2.02. Upon receipt by the Trustee of an Officers’ Certificate stating that the Company has elected to issue additional Securities pursuant to Section 2.18, the Trustee shall authenticate and deliver the principal amount of additional Securities specified in such Officer’s Certificate to or upon a the written order of the Company signed as provided in the form immediately preceding sentence. Such Officers’ Certificate must be received by the Trustee not later than the proposed date for delivery of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedadditional Securities. The aggregate principal amount of Securities outstanding at any time and which may not exceed $400,000,000, except as provided in Section 2.07be authenticated under this Indenture is unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates its Affiliates. If a written order of the CompanyCompany pursuant to this Section 2.02 of the Indenture has been, or simultaneously is, delivered, any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of a Security previously issued in global form shall be in writing but need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any positive integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities Security for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuers shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate or cause to be authenticated the Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 125,000,000 upon a written order of the Company Issuers in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000125,000,000, except as provided in Section 2.072.7. Upon the written order of the Issuers in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of either of the Issuers. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuers, any Affiliate of the CompanyIssuers, or any Subsidiaries of the Issuers. The Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, execute the Securities for on behalf of the Company by either manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the an aggregate principal amount of at maturity not to exceed $200,000,000 212,909,624 upon a written order of the Company in the form receipt of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Certificate signed by two Officers of the Company in directing the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities Trustee to be authenticated and the date on which authenticate the Securities are and certifying that all conditions precedent to be authenticatedthe issuance of the Securities contained herein have been complied with. The aggregate principal amount Accreted value at maturity of Securities outstanding at any time may not exceed $400,000,000212,909,624, except as provided in Section 2.07. The With the prior written approval of the Company, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof's Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities Security for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 23,000,000, upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,00023,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated500,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000500,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17. 2.18, 3.01(h), 3.02(g), 10.02(f) and 13.06). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing but need not comply with Section 14.03 and shall not be required to be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 500,000,000 (or up to $600,000,000 if the Initial Purchasers' over-allotment option set forth in the Purchase Agreement is exercised in full) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the authenticated, shall provide that all such Securities are to will be authenticatedrepresented by a Restricted Global Security. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07the amount set forth by this paragraph. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, Officers of the Company or an Officer and an Assistant Secretary, shall sign, of Holdings in its capacity as the manager of the Company (or one Officer and the Vice President and Secretary of the Company or of Holdings in its capacity as the manager of the Company) shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company signed by two Officers or by an Officer and either a Treasurer or an Assistant Treasurer or a Secretary or an Assistant Secretary of the Company or of Holdings in its capacity as the manager of the Company, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands. The Trustee shall not be required to authenticate such Securities shall be issuable only if the issue thereof may adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture, as determined by the Trustee in registered form without coupons in denominations of $1,000 and integral multiples thereofits sole discretion.

Execution and Authentication. Two Officers, The Securities shall be executed on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by Company. Such signature may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 350,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedRequest. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, such amount except as provided in Section 2.072.07 hereof. Upon receipt of the Company Request, the Trustee shall authenticate an additional series of Securities in an aggregate principal amount not to exceed $350,000,000 for issuance in exchange for all Securities previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Securities may have such distinctive series des- ignation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence. Exchange Securities issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates of the Companyor an Affiliate. The Securities shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, An Officer of the Company or an Officer and an Assistant Secretary, shall sign, or one Officer of Holdings in its capacity as the manager of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company signed by an Officer of the Company or of Holdings in its capacity as the manager of the Company, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands. The Trustee shall not be required to authenticate such Securities shall be issuable only if the issue thereof may adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture, as determined by the Trustee in registered form without coupons in denominations of $1,000 and integral multiples thereofits sole discretion.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated150,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000150,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b), when sold pursuant to Rule 144 under the Securities Act or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities Security for the Company by manual or facsimile signature. The Company's seal may be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate the Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 115,000,000 upon a written order of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate The order shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 115,000,000 except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries, and has the same protections under the Indenture. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated600,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000600,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h), 10.02(f) and 13.06). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated1,000,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,0001,000,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, with or without the consent of Holders of the Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future. Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing but need not comply with Section 15.03 and need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Issuer (a "Written Order") in the form of an Officer's Certificate (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000, consisting of $500,000,000 in initial aggregate principal amount of 3.750% Sustainability- Linked Senior Notes due 2029 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or an Officer the Appendix, any issuance of Securities after the Issue Date shall be in a principal amount of at least $250,000 and an Assistant Secretary, shall sign, or one integral multiples of $1,000 in excess of $250,000. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual manual, facsimile, pdf or facsimile other electronically transmitted signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company any Registrar, paying agent or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 600,000,000 upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 600,000,000 except as provided in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated250,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000250,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b), when sold pursuant to Rule 144 under the Securities Act or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 5,000,000, upon a written order or orders of the Company in signed by two Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,0005,000,000, except as provided in Section 2.07. The Trustee or its agent shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities (i) for original issue on the Initial Issue Date Date, Securities in the aggregate principal amount of $200,000,000 and (ii) any amount of additional Securities specified by the Company and (iii) Exchange Notes pursuant to the Registration Rights Agreement in exchange for an equal aggregate principal amount of Securities, in each case, upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the Securities are to be authenticatedof original issue thereof. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.072.08 hereof. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofits Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities Security for the Company by manual or facsimile signature. The Company's seal, if any, shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities outstanding at originally issued to reflect any time may not exceed $400,000,000, except as provided in Section 2.07name changes of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company. The Securities shall be issuable only in registered form without coupons in denominations , or any of $1,000 and integral multiples thereofits Subsidiaries.

Execution and Authentication. Two Officers, The Securities shall be executed on behalf of the Company by the manual or an facsimile signature of its Chief Executive Officer and an Assistant Secretary, shall sign, or one Officer shall sign of its Vice Presidents, and one Officer attested by the manual or facsimile signature of the Secretary or an Assistant Secretary (each of whom shall, the Company. Typographic and other minor errors or defects in each case, have any such reproduction of any such facsimile signature shall not affect the validity or enforceability of any Security which has been duly authorized authenticated and delivered by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signatureTrustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount Principal Amount of up to $200,000,000 910,000,000 (plus up to an additional $180,000,000 aggregate Principal Amount issuable upon a written order exercise of the Company option described in the form Purchase Agreement) upon receipt of an Officers' Certificatea Company Order or Orders. Each such Officers' Certificate The Company Order shall specify the amount Principal Amount of Securities to be authenticated authenticated, shall provide that all such Securities upon initial issuance will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount Principal Amount of Securities outstanding at any time may not exceed $400,000,000910,000,000, except as provided in the first sentence of this paragraph and in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of Principal Amount of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer The Trustee shall authenticate and an Assistant Secretary, shall sign, or make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $1,145,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in the Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof, whether such Additional Securities are of the same or a different series than the Original Securities. One Officer of each Issuer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities Security for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate or cause to be authenticated Initial Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 600,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $600,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, ; provided that such Exchange Securities shall be issuable only upon the Trustee shall authenticate valid surrender for cancellation of Initial Securities for original issue after the Issue Date in the of a like aggregate principal amount of up to $200,000,000 upon a written order of in accordance with the Company in the form of an Officers' CertificateRegistration Rights Agreement. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000600,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Trustee hereby appoints Bankers Trust Company as its initial authenticating agent, and by its acknowledgment and acceptance on the signature page hereto, Bankers Trust Company hereby agrees to so act. Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates authenti- xxxxx the Security, the Security shall nevertheless be validvalid neverthe less. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive con clusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $250.0 million of 10% Senior Notes due 2009 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the appointmentterms of such appoint ment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication authen tication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Series A Securities for original issue on the Issue Date in the aggregate principal amount of not to exceed $200,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000200,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Issuer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In additionDate, the Trustee shall authenticate Securities for original issue after and deliver $500,000,000 of 6.50% Senior Notes due 2027 and, at any time and from time to time thereafter, the Issue Date Trustee shall authenticate and deliver Additional Securities, in the an aggregate principal amount specified in a Company Order. A Company Order delivered to the Trustee in connection with the authentication of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate Securities under this Section shall specify the amount of Securities to be authenticated and the date on which the such Securities are to be authenticated. The aggregate principal amount , and in the case of Securities outstanding at any time may not exceed $400,000,000Additional Securities, except as provided it shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) of the Company shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate the Securities for original issue on the Issue Date in the an aggregate principal amount of not to exceed $200,000,000 44,082,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a Such written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedauthenticated whether the Securities are to be issued as Physical Securities or Global Securities and such other information as the Trustee may reasonably request. The aggregate principal amount Securities issued under this Indenture shall vote and consent together on all matters (as to which any of such Securities may vote or consent) as one class and no series of Securities outstanding at will have the right to vote or consent as a separate class on any time may not exceed $400,000,000, except as provided in Section 2.07matter. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount Date, upon receipt of $200,000,000 upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate. In additionCompany (a "Company Order"), the Trustee shall authenticate and deliver $225.0 million of 7 1/2% Senior Subordinated Notes Due 2013 and, at any time and from time to time thereafter, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Securities for original issue after the Issue Date in the an aggregate principal amount specified in such Company Order; provided that, in each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of up to $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication of an Officers' CertificateSecurities. Each such Officers' Certificate Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $150.0 million of the Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case, upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 300.0 million except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall also be affixed to or imprinted or reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. Each Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set forth in Section 10.07. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Series C Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 25,000,000 and (ii) Series D Securities from time to time for issue only in exchange for a like principal amount of Series C Securities, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series and type of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,00025,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securityauthenti catxx xxx Xxxxxxxy, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive con clusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount at maturity of $200,000,000 100,000,000, upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount at maturity of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount at maturity of Securities outstanding at any time may not exceed $400,000,000, that amount except as provided in Section 2.072.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers of the Company shall sign the Securities on behalf of the Company, and one Officer or an Assistant Secretary (of each Guarantor shall sign the notation on the Securities relating to the Guarantee of whom shallsuch Guarantor on behalf of such Guarantor, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer of the Company or any Guarantor whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the SecuritySecurity and the Guarantee. The signature These signatures shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Security shall be dated the date of its authentication. The Trustee shall authenticate Securities (i) the Series A Notes for original issue on the Issue Date in up to the aggregate principal amount of $200,000,000 135,000,000 and (ii) the Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, in each case, upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate. In additionCompany, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a which written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify (x) the amount of Securities to be authenticated and the date on which authenticated, (y) whether the Securities are Series A Notes or Series B Notes and (z) the amount of Securities to be authenticatedissued in global form or definitive form. The Subject to Section 2.7, the aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07135,000,000. Each Security authenticated for original issuance shall bear the Restricted Legend. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so, except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentagent and each reference to authentication of the Securities includes authentication of the Guarantee. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon 2,200,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Escrow Issuer Securities for original issue in an aggregate principal amount specified in a written order of the Company Issuer in the form of an Officers' Officer’s Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. The aggregate principal amount Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities outstanding at in substitution for Securities originally issued to reflect any time may not exceed $400,000,000, except as provided in Section 2.07name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the CompanyIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiples thereofmultiple of $1,000. On the Bally Acquisition Date, the Company, the Guarantors and the Trustee will enter into a supplemental indenture substantially in the form of Annex A. In connection therewith, SGI will, in accordance with this Section 2.02, execute and deliver Securities in the form set forth in Appendix A (the “SGI Securities”) in replacement of the Initial Securities executed and delivered by the Escrow Issuer on the Issue Date (the “Escrow Issuer Securities”) in the same principal amounts as the Escrow Issuer Securities and in the name of the registered owners of the Escrow Issuer Securities, and will deliver to the Trustee an Authentication Order for the SGI Securities. Upon receipt of such Authentication Order, the Trustee will authenticate the SGI Securities, and the Escrow Issuer Securities will, upon such authentication, be cancelled.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 shall, upon a written order of the Company in the form of an signed by two Officers' Certificate. In addition, the Trustee shall authenticate and make available for delivery (i) Initial Securities for original issue after the Issue Date in the an aggregate principal amount not to exceed the Initial Face Amount and (ii) Exchange Securities from time to time for issue only in exchange for a like principal amount of up to $200,000,000 upon a written order Initial Securities, in each case registered in the name of the Company in Depositary or the form nominee of an Officers' Certificatethe Depositary and shall deliver such Global Securities to the Depositary or pursuant to the Depositary's instructions. Each such Officers' Certificate Such order shall specify the amount of the Global Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, the Initial Face Amount except as provided in Section 2.072.7. The Securities shall be issued in fully registered form, without coupons in Authorized Denominations. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate Securities and make available for delivery: (1) Initial Notes for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 150,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”) and, in the form case of clause (2), delivery of an Officers' CertificateOpinion of Counsel. Each such Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee 31 may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Company or any Subsidiary Guarantor, pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name. SECTION 2.3.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 100,000,000 upon a written order of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed 12 20 $400,000,000, 100,000,000 except as provided in Section 2.07. Upon the written order of the Company, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the CompanyCompany or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer Officers who are duly empowered for acts of administration (“actos de administración”) and an Assistant Secretary, shall sign, or one Officer to execute negotiable instruments (“títulos de crédito”) shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver US$275,000,000 of 7⅝ % Senior Unsecured Notes Due 2017 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon 250,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Securities for original issue in an aggregate principal amount specified in a written order of the Company in the form of an Officers' ’ Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an The Officers' Certificate. Each such Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. The aggregate principal amount Upon receipt of a written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate Securities outstanding at in substitution for Securities originally issued to reflect any time may not exceed $400,000,000, except as provided in Section 2.07name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiples thereofmultiple of $1,000.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The manual signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount Date, upon receipt of $200,000,000 upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate. In additionCompany (a “Company Order”), the Trustee shall authenticate and deliver $245,548,000 of 6 3/8% Convertible Senior Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Securities for original issue after the Issue Date in the an aggregate principal amount specified in such Company Order; provided that, in each case, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of up to $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication of an Officers' CertificateSecurities. Each such Officers' Certificate Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in Section 2.07compliance with this Indenture, including Sections 4.03 and 4.10 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated5,000,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,0005,000,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, with or without the consent of Holders of the Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future. Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing but need not comply with Section 14.03 and need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Series A Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $110,000,000, and (ii) Series B Securities from time to time only in exchange for a like principal amount of $200,000,000 Series A Securities, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000110,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. The Company's seal may be reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The Trustee's signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 300,000,000 upon a written order of Company Order without any further action by the Company; provided, however, that in the event that the Company in sells any Securities pursuant to the form of an Officers' Certificate. In additionInitial Purchaser Option, then the Trustee shall authenticate and deliver Securities for original issue after the Issue Date in the an aggregate principal amount of $300,000,000 plus up to an additional $200,000,000 45,000,000 aggregate principal amount of the Securities sold pursuant to the Initial Purchaser Option upon a written order of Company Order without any further action by the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCompany. The aggregate principal amount of the Securities outstanding at any time may not exceed $400,000,000the amount set forth in the foregoing sentence, subject to the proviso set forth therein, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so, other than upon original issuance or pursuant to Section 2.07. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor an Affiliate. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 EURO 100.0 million, upon a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form of an Officers' Certificate. In additionCompany and, at any time and from time to time thereafter, the Trustee shall authenticate Securities and deliver additional securities ("Additional Securities") for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.04. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on of the Security. The signature Signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery (i) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 250,000,000 and (ii) Exchange Securities from time to time for issue only in exchange for a like principal amount of Initial Securities, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated, whether the Securities are to be authenticatedInitial Securities or Exchange Securities and whether the Securities are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 250,000,000 except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $[ ] in initial aggregate principal amount of Securities and (b) subject to the terms of this Indenture, or Additional Securities in an Officer aggregate principal amount to be determined at the time of issuance and an Assistant Secretaryspecified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture, any issuance of Additional Securities after the Issue Date shall sign, or one be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in signed by an Officer of the form of an Officers' Certificate. In additionCompany, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up $250,000,000 and such additional principal amounts, if any, as shall be determined pursuant to the next sentence of this Section 2.02. Upon receipt by the Trustee of an Officers' Certificate stating that the Initial Purchasers have elected to purchase from the Company a specified principal amount of additional Securities, not to exceed $200,000,000 50,000,000, pursuant to Section l of the Purchase Agreement dated as of December 13, 2000 between the Company, as issuer, and X.X. Xxxxxx Securities Inc., Xxxxxx Brothers Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, as initial purchasers (the "INITIAL PURCHASERS"), the Trustee shall authenticate and deliver such specified principal amount of additional Securities to or upon a the written order of the Company signed as provided in the form of an Officers' Certificateimmediately preceding sentence. Each such Such Officers' Certificate shall specify must be received by the amount Trustee at least two full Business Days prior to the proposed date for delivery of Securities to be authenticated and the date on which the Securities are to be authenticatedsuch additional Securities, but, in any case, not later than January 15, 2001. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 300,000,000 except as provided in Section 2.07. Upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company, the Trustee shall authenticate Securities not bearing the Private Placement Legend to be issued to the transferee when sold pursuant to an effective registration statement under the Securities Act. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAgent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor an Affiliate. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.. The Securities shall bear interest at the rate, calculated and paid, as provided in the form set forth in EXHIBIT A.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. signature in the manner set forth in Exhibits A and B. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of an authorized signatory officer of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Securities shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall shall, upon a Company Order, authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificatethat may be validly issued under this Indenture, including any Additional Securities. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount The series of Securities to be authenticated and initially issued hereunder shall be the date on which the Securities are to be authenticatedOriginal Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities authorized for issuance by the Company pursuant to one or more Company Orders, except as provided in Section 2.072.8 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofor an Affiliate.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated250,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000250,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17. 2.18, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiples multiple of $1,000 in excess thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Securities may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate the Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 100 million upon a receipt of one or more written order orders of the Company in the form of an Officers' ’ Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an The Officers' Certificate. Each such Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000100 million, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 100 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 275 million (plus up to an additional $25 million in aggregate principal amount issuable upon the exercise of the option described in the Purchase Agreement) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000275,000,000 plus the amount (up to an additional $25 million) issuable upon exercise of the option in the Purchase Agreement, except as provided in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest towitness, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue (i) on the initial Issue Date in the aggregate principal amount of $200,000,000 228,538,000 and (ii) after the initial Issue Date in an unlimited amount (“Additional Securities”), in each case upon a written order of the Company in the form of signed by one Officer thereof and an Officers' Certificate. In addition’ Certificate and an opinion of Counsel, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up each pursuant to $200,000,000 upon a written order of the Company in the form of an Officers' CertificateSections 13.04 and 13.05. Each such Officers' Certificate written order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The There shall be no limit on the aggregate principal amount of Securities that may be outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07time. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 2,000 and integral multiples of $1,000 in excess thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for each of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuers shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the date of this Indenture an aggregate principal amount of $200,000,000 500,000,000, upon a Company Order of the Issuers. The written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate Issuers shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000is unlimited. Upon the written order of the Issuers, except as provided the Trustee shall authenticate Securities in Section 2.07substitution of Securities originally issued to reflect any name change of either Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuers, any Affiliate of the CompanyIssuers, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof. Interest shall be payable in the manner and at the times specified in the form of Securities attached hereto.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 250,000,000 upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 250,000,000 except as provided in Section 2.072.7. -10- The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities and make available for delivery (1) Initial Notes for original issue on the Issue Date in the an aggregate Principal Amount at Maturity of $770,000,000 and (2) Exchange Notes from time to time for issue only in exchange for a like principal amount of $200,000,000 Initial Notes, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and authenticated, the date on which the Securities are to be authenticatedauthenticated and, if such order is being delivered other than on the Issue Date, whether the Securities are to be Initial Notes or Exchange Notes. The aggregate principal amount Principal Amount at Maturity of Securities outstanding at any time may not exceed $400,000,000, that amount except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofCompany agrees to pay to any authenticating agent compensation for its services hereunder.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 100,000,000 (plus up to an additional $15,000,000 issued pursuant to the exercise of the over-allotment option described in Section 2(b) of that certain Purchase Agreement dated October 9, 1997 among the Company and Xxxxxxxxx & Company, Inc., Xxxxxxxxxxx & Co., Inc., Prudential Securities Incorporated and BancAmerica Xxxxxxxxx Xxxxxxxx upon a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000100,000,000, except as provided above and in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual manual, electronic or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order 1,500,000,000 on the Issue Date (such Securities, and any Securities issued in exchange therefor or in substitution thereof, the “Initial Securities”). The Company may not, without the consent of Holders of one hundred percent (100%) in aggregate principal amount of the Company in outstanding Securities, increase the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h), and 10.02(f)). Upon a Company Order, the Trustee shall authenticate Securities, including Securities not exceed $400,000,000bearing the Security Private Placement Legend, except to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as provided set forth in Section 2.072.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Companya Security that is a Global Security shall be in writing but need not comply with Section 13.03 and shall not be required to be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 and integral multiples thereofAuthorized Denomination.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, execute the Securities for on behalf of the Company by either manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities. The Guarantors shall execute the Guarantee in the manner set forth in Section 11.09. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the an aggregate principal amount of not to exceed $200,000,000 [ ], upon a written order of the Company in the form receipt of an Officers' CertificateCertificate signed by two Officers. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and authenticated, the date on which the Securities are to be authenticatedauthenticated and the aggregate principal amount of Securities outstanding on the date of authentication and certify that all conditions precedent to the issuance of the Securities contained herein and in the Security Documents have been complied with. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, [ ] except as provided in Section 2.072.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof's Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 75,000,000 (plus up to an additional $25,000,000 that may be issued pursuant to the exercise of the over-allotment option described in the Purchase Agreement) upon receipt of a written order or orders of the Company in signed by an Officer of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,00075,000,000, except as provided above and in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Other than the Securities for original issue authenticated and delivered under this Indenture on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition450,000,000, at any time and from time to time thereafter, the Trustee shall authenticate Securities for original issue after the Issue Date in the an aggregate principal amount of up to $200,000,000 upon specified in a written order of the Company Issuer in the form of an Officers' ’ Certificate. Each such The Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. The aggregate principal amount Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Securities outstanding at in substitution for Securities originally issued to reflect any time may not exceed $400,000,000, except as provided in Section 2.07name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the CompanyIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiples thereof.multiple of $1,000. On the Acquisition Date, the Issuer and the Trustee will enter into a supplemental indenture substantially in the form of Annex A.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $360,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretary, shall sign, whether the Securities are to be Initial Securities or one Exchange Securities. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 200,000,000, upon a written order or orders of the Company in signed by two Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. Upon the exercise of the Purchase Option by the Initial Purchasers, additional Securities in the aggregate principal amount of up to $30,000,000 shall be executed by the Company in the aforementioned manner and delivered to the Trustee for authentication, and shall thereupon be authenticated and delivered by the Trustee upon Company Order. The aggregate principal amount of Securities outstanding under this Indenture at any time may not exceed $400,000,000230,000,000, except as provided in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount Principal Amount at Maturity of $200,000,000 250,000,000 upon receipt of a written order or orders of the Company in the form of signed by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer of the Company in the form of an Officers' Certificate(a “Company Order”). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount Principal Amount at Maturity of Securities outstanding at any time may not exceed $400,000,000, 250,000,000 except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 Principal Amount at Maturity and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition225,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Securities for original issue after the Issue Date in the an aggregate principal amount of up to $200,000,000 upon specified in a written order of the Company Issuer in the form of an Officers' ’ Certificate. Each such The Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. The aggregate principal amount Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Securities outstanding at in substitution for Securities originally issued to reflect any time may not exceed $400,000,000, except as provided in Section 2.07name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the CompanyIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiples thereofmultiple of $1,000.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer Officer, whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $150 million of 8 1/8% Senior Notes Due May 1, 2013, and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.075.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 180,000,000 upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "COMPANY ORDER"); provided that additional Securities may be issued pursuant to Section 2.16. Each such Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all Securities will be represented by a Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000Trustee shall act as the initial authenticating agent. Thereafter, except as provided in Section 2.07. The the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall also be affixed to or imprinted or reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of nevertheless. Each Subsidiary Guarantor shall execute the Trustee manually signs Subsidiary Guarantee in the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenturemanner set forth in Section 10.07. The Trustee shall authenticate (i) Series A Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 50,000,000 and (ii) Series B Securities from time to time for issue only in exchange for a like principal amount of Series A Securities, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series and type of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,00050,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the Issue Date in an aggregate principal amount of $40,000,000 and (b) subject to the terms and conditions set forth in Section 2.01(c), or Additional Securities for original issue after the Additional Securities Triggering Event in an Officer aggregate principal amount of $40,000,000. Such order shall specify the amount of the Securities to be authenticated, the form in which the Securities are to be authenticated and an Assistant Secretary, shall sign, or one the date on which the original issue of Securities is to be authenticated. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon and, at any time and from time to time thereafter, the Trustee shall authenticate Securities for original issue in an aggregate principal amount specified in a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. The aggregate principal amount Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities outstanding at in substitution for Securities originally issued to reflect any time may not exceed $400,000,000, except as provided in Section 2.07name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities and make available for delivery (1) Initial Notes for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 200.0 million, and (2) Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the Registration Rights Agreement, for Initial Notes for a like principal amount of Initial Notes exchanged pursuant thereto, in each case upon a written order of the Company in the form of an Officers' Certificatesigned by one Officer. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written Such order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Notes or Exchange Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07200.0 million. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which instrument shall be promptly furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, if applicable, the Security shall nevertheless be validvalid nevertheless. A If a Trustee has been appointed, a Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security, otherwise the signature of an Officer shall be sufficient. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its execution by an Officer unless there is a Trustee in which case it shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company shall make available for delivery and if applicable, the Trustee shall authenticate authenticate: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 80,431,000 and (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount, in each case if Trustee has been appointed upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in (the form of an Officers' Certificate“Company Order”). Each such Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Additional Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000Trustee, except as provided in Section 2.07. The Trustee if any, may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this 45 Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Initial Holder or the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, if any, upon Company Order of the successor Person, and if there is no Trustee, the Company, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon 700,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Company Issuer in the form of an Officers' Officer’s Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. The aggregate principal amount Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities outstanding at in substitution for Securities originally issued to reflect any time may not exceed $400,000,000, except as provided in Section 2.07name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the CompanyIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and in integral multiples thereofof $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers of the Company shall sign the Securities on behalf of the Company, and one Officer or an Assistant Secretary (of each Guarantor shall sign the notation on the Securities relating to the Guarantee of whom shallsuch Guarantor on behalf of such Guarantor, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities either manually or by facsimile. If an Officer of the Company or any Guarantor whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the SecuritySecurity and the Guarantee. The signature These signatures shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 100 million upon a written order of the Company in signed by two Officers of the form of an Officers' CertificateCompany. In additionSubject to Section 2.07, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07100 million. Each Security authenticated for original issuance shall bear the Restricted Securities Legend. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentagent and each reference to authentication of the Securities includes authentication of the Guarantee. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an An Officer of the Company and an Assistant Secretary, shall sign, or one Officer each Subsidiary Guarantor shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company and the Guarantees for the Subsidiary Guarantors by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the 35 certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery (i) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 125,000,000 and (ii) Exchange Securities from time to time for issue only in exchange for a like principal amount of Initial Securities, in each case, upon a written order of the Company in the form of signed by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 160,000,000 except as provided in Section 2.072.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities, upon the consent of the Company to such appointment. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Issuer shall issue and the Trustee shall authenticate and deliver $500,000,000 of 3.875% Senior Notes Due 2029 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified by the Issuer in such order, in each case upon a written order of the Company in the form of Issuer signed by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer of the Company in the form of an Officers' CertificateIssuer. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in Section 2.07compliance with this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an An Officer of the Company and an Assistant Secretary, shall sign, or one Officer each Subsidiary Guarantor shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company and the Guarantees for the Subsidiary Guarantors by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery (i) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition40,000,000, the Trustee shall authenticate (ii) Initial Securities for original issue after the Issue Date in the an aggregate principal amount not to exceed $50,000,000 which may be issued only in accordance with Section 4.3(a), and (iii) Exchange Securities from time to time for issue and authentication only in exchange for the cancellation of up to $200,000,000 90,000,000 of the Initial Securities and no more than $160,000,000 in exchange for the cancellation of the Series A/B Securities, in each case, upon a written order of the Company in signed by an Officer of the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 250,000,000 except as provided in Section 2.072.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities, upon the consent of the Company to such appointment. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Security or Guarantee, as the case may be, was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to and including $200,000,000 95.0 million upon receipt of a written order signed by two Authorized Officers of the Company in Issuer (the form of an Officers' Certificate"Original Securities"). Each such Officers' Certificate The order shall specify the amount of Original Securities to be authenticated and the date on which the Original Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 125.0 million except as provided in Section 2.07. Upon the written order of the Issuer in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (an "Authenticating Agent") reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the CompanyIssuer. The Securities shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The manual signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount Date, upon receipt of $200,000,000 upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate. In additionCompany (a “Company Order”), the Trustee shall authenticate and deliver $450,000,000 of 7½% Senior Secured Second Lien Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Securities for original issue after the Issue Date in the an aggregate principal amount specified in such Company Order; provided that, in each case, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of up to $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication of an Officers' CertificateSecurities. Each such Officers' Certificate Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in Section 2.07compliance with this Indenture, including Sections 4.03 and 4.10 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 100,000,000 upon the execution of this Indenture and a written order or orders of the Company in signed by two Officers or by an Officer and an Assistant Treasurer of the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCompany (a "Company Order"). The aggregate principal amount of the Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07that amount. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor an Affiliate. The Securities shall be issuable only in registered form without coupons coupons. The Securities shall be issuable only in denominations of $1,000 principal amount and integral any whole multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 120,000,000 upon receipt of a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000120,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. The principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. The principal and interest on Securities in certificated form shall be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof. If the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that shall represent and shall be in minimum denominations of $1,000.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication; and the Trustee shall authenticate Securities for original issue on (subject to the Issue Date in the aggregate principal amount last sentence of $200,000,000 this paragraph), upon a written order or orders of the Company in the form of signed by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer of the Company in the form of an Officers' CertificateCompany, authenticate and make available, for delivery such Securities. Each such Officers' Certificate The order shall specify the amount of Securities to be authenticated and the date on which the such Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 175,000,000 except as provided in to the extent of replaced Securities issued pursuant to Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor a Related Person. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.